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Sec Form 4 Filing - ARDSLEY ADVISORY PARTNERS LP @ MARRONE BIO INNOVATIONS INC - 2019-09-05

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
ARDSLEY ADVISORY PARTNERS LP
2. Issuer Name and Ticker or Trading Symbol
MARRONE BIO INNOVATIONS INC [ MBII]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Footnotes(1)(2)
(Last)
(First)
(Middle)
262 HARBOR DRIVE, 4TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
09/05/2019
(Street)
STAMFORD, CT06902
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/05/2019 M( 3 )( 4 )( 5 ) 1,457,195 A $ 1 11,780,442 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant $ 1 09/05/2019 M( 3 )( 4 )( 5 ) 1,457,195 02/05/2018 12/31/2021 Common Stock 1,457,195 $ 0.75 3,876,138 I See Footnotes ( 3 ) ( 4 ) ( 5 )
Warrant $ 1.75 09/05/2019 M 1,457,195 ( 3 )( 4 )( 5 ) 01/01/2023 Common Stock 1,457,195 $ 1.75 ( 3 ) ( 4 ) ( 5 ) 5,333,333 I See Footnotes ( 3 ) ( 4 ) ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ARDSLEY ADVISORY PARTNERS LP
262 HARBOR DRIVE, 4TH FLOOR
STAMFORD, CT06902
X See Footnotes(1)(2)
Ardsley Advisory Partners GP LLC
262 HARBOR DRIVE, 4TH FLOOR
STAMFORD, CT06902
See Footnotes(1)(2)
Ardsley Partner I GP LLC
262 HARBOR DRIVE, 4TH FLOOR
STAMFORD, CT06902
See Footnotes(1)(2)
HEMPLEMAN PHILIP J
262 HARBOR DRIVE, 4TH FLOOR
STAMFORD, CT06902
See Footnotes(1)(2)
Ardsley Partners Renewable Energy Fund, L.P.
262 HARBOR DRIVE, 4TH FLOOR
STAMFORD, CT06902
See Footnotes(1)(2)
Ardsley Partners Fund II, L.P.
262 HARBOR DRIVE, 4TH FLOOR
STAMFORD, CT06902
See Footnotes(1)(2)
Ardsley Partners Advanced Healthcare Fund, L.P.
262 HARBOR DRIVE, 4TH FLOOR
STAMFORD, CT06902
See Footnotes(1)(2)
Ardsley Duckdive Fund, L.P.
262 HARBOR DRIVE, 4TH FLOOR
STAMFORD, CT06902
See Footnotes(1)(2)
Signatures
/s/ Steve Napoli, Partner 09/09/2019
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 is being filed by Ardsley Advisory Partners LP (the "Advisor") on behalf of itself and Ardsley Advisory Partners GP LLC (the "Advisor General Partner"), Ardsley Partners I GP LLC (the "General Partner"), Ardsley Partners Renewable Energy Fund, L.P. (the "Renewable Energy Fund"), Ardsley Partners Advanced Healthcare Fund, L.P. (the "Advanced Healthcare Fund"), Ardsley Partners Fund II, L.P. (the "Fund II"), Ardsley Duckdive Fund, L.P. (the "Duckdive Fund"), and Philip J. Hempleman ("Hempleman" and, together with the Advisor, the Advisor General Partner, the General Partner, the Renewable Energy Fund, the Advanced Healthcare Fund, the Fund II, and the Duckdive Fund, the "Reporting Persons"). The Advisor General Partner serves as general partner to the Advisor.
( 2 )(Footnote 1 continued).The General Partner serves as general partner to the Renewable Energy Fund, the Advanced Healthcare Fund, and the Fund II. Hempleman services as managing member to the Advisor, the Advisor General Partner, and the General Partner, and serves as the general partner to the Duckdive Fund.
( 3 )This Form 4 is being filed as a result of an extension of the warrants to purchase common stock of the Issuer (the "Warrants") pursuant to that certain Warrant Amendment and Plan of Reorganization dated as of August 6, 2019 (the "Agreement"), among the Issuer, the Renewable Energy Fund and certain parties thereto, in which the parties have agreed to extend the expiration date under the Warrants from December 31, 2020 to December 31, 2021. In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's securities held by the Reporting Persons is reported herein.
( 4 )(Footnote 3 continued).Pursuant to the Agreement, the Issuer has a right to require the Reporting Persons to exercise up to all of their warrants in exchange for the shares of Common Stock underlying such warrants and new warrants ("New Warrants") to purchase shares of Common Stock of the Issuer in an amount equal to the amount of warrants being required to be exercised. Such New Warrants will be first exercisable 180 days after issuance, will have a term expiring January 1, 2023, and will have an exercise price of $1.75 per share. On September 5, 2019, following receipt of notice from the Issuer that the Issuer was exercising its rights pursuant to the Agreement to require the Reporting Parties to exercise a portion of its warrants in exchange for shares of Common Stock of the Issuer and New Warrants, the Reporting Parties exercised 1,457,195 warrants covered by the Issuer's notice into shares of Common Stock and New Warrants.
( 5 )(Footnote 4 continued).Each of the Advisor, the Advisor General Partner, the General Partner, and Hempleman, disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either the General Partner and the Advisor are the beneficial owner of such securities for purposes of Section 16 or for any other purposes. Hempleman is a managing member of the Advisor, the General Partner and the Advisor General Partner, and serves as the general partner to the Duckdive Fund and disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that Hempleman is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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